Music of the Night
by Sean P. O'Farrel
Summary: Princess Luna's first birthday since she returned from the moon. It's the talk of Equestria, and preparations are well under way. But when a strange unicorn appears and quickly becomes the alicorn's favorite musician, Princess Celestia sets out to find the truth behind the mysterious pony. Will she like what finds? Or will her discoveries put the fate of Equestria in danger once mo
1. An Unexpected Visit

**A Mysterious Visit**

The night was quiet, as always. Twilight Sparkle, Celestia's favorite- and only- faithful student was hard at work, the only indication that she was even aware of her surroundings being the candles she kept adjusting so that the hot wax would not drop on her precious books. Outside her library, the quiet town of Ponyville was fast asleep. All were sleeping, dreaming of… Whatever it is they wished to dream of! (What, you expected me to tell you? Dreams are private!)

All, that is, except for a pale white pony with a carefully styled purple mane. Rarity was hard at work in her boutique, making one of the most important dresses she'd ever make. Princess Luna's birthday was only days away, and Rarity had been picked by Princess Celestia herself to make the dress.

Of course, this was all being kept from Pinkie Pie, as someone else had been commissioned to the party, so that Princess Luna could enjoy her first year back home with a party that was more… Mature, than the parties Pinkie planned.

Twilight Sparkle had also been invited, and was ecstatic. Rarity had already made her dress, a stunning after-sunset purple with a diamond tiara studded with opals. She was studying up on the kind of party that Princess Celestia wanted: a formal party, with music and dancing and drinking.

Twilight had never been to such a party, having turned down invitations to such events since she had been old enough to attend them. She told everyone it was because she 'scoffed at drinking, finding it disgusting'. In truth, she was more worried about what happened AFTER you drank. She had heard the stories, waking up to find yourself asleep with somepony whose name you couldn't even remember, waking with a terrible headache, waking up to find yourself in some alley somewhere, with all of you belongings stolen, and other, more gruesome stories that she never liked thinking about.

In Canterlot, Princess Luna sat on her throne. She was deep in thought over her upcoming party, and therefore, when the guard came before her, it took him some time to snap her out of her stupor.

"A unicorn here to see you, Princess." The bat winged guard said, saluting.

"Who could be visiting us at this time of night?" Princess Luna wondered to herself as a dark red unicorn with a black mane and black traveling cloak was ushered in.

He bowed before the throne. "Your Highness, I have heard of the upcoming celebration of your birthday, and have come to offer you my musical talent."

Princess Luna looked curiously at the unicorn. "Very well. Where is your instrument?"

"If it pleases Your Majesty, I will demonstrate my art on the instrument that sits, forlorn and forgotten in the corner of the chamber."

Princess Luna was stunned. The last time anypony had used the old piano that sat gathering dust in the corner of the room had been on her last visit to this castle before becoming Nightmare Moon. The royal musician had played a lively tune, and the castle had been alive with merriment. There had been much drinking and reveling, and her sister had looked so beautiful that no pony had ever paid attention to her. Around midnight, she had slipped away, out the door with some stallion who had been too drunk to notice whom he had taken home. After a night of sex, she had slipped out his back door while he slept, flown back to Everfree Castle, and had lowered the moon. She had spent the rest of the day brooding….

Luna snapped back from the thought. Remembering that only brought her pain now. She returned her gaze to the unicorn in front of her, who was studying her with a look of curiosity on his face. She motioned for him to go ahead, and his horn lit with magic as he pulled the piano into the center of the room, the ancient wheels on the bottom not making a sound, the piano having been so well kept over the past millennia.

The unicorn sat on the bench, adjusting the seat, then adjusting his cloak for several minutes before giving up on the thing and removing it.

"Does your Highness have any requests?" The unicorn sat, his hooves poised over the keys, his large brown eyes staring at the Princess.

Luna thought for a moment, then pointed to the sheet of music on the piano. "That one. I know it all too well."

The unicorn smiled knowingly as he glanced over the music. "As you wish." His horn lit up with a dark red magic, almost black, and a violin and triangle came to life from the same corner of the room, where they had been stored so many years ago, forgotten by all but the Princess who had had them kept.

The unicorn smiled once more at Princess Luna, and before she knew what was happening, he began to play.

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The slow, drifting melody seemed to entrance the alicorn as she listened, the music casting a powerful spell over her body. She began to sway to the music, humming along to the slow tune.

The unicorn smiled as he played, watching the alicorn as she danced to the music. His hooves danced over the keyboard, as the violin played and the triangle sang out with each strike.

Suddenly, they were no longer in the throne room. Or rather, not in the throne room they had been in. Luna looked around, seeing the night she had been remembering only moments before.

The same unicorn that had been playing still played, but now, instead of just the violin and triangle, there were the images of the mare and stallion who had played them a millennia before. The room was filled with the high class, aristocratic ponies that had been there that night. The decorations were the same…and there was the group of ponies that always gathered around her sister...

Luna shook her head, and suddenly, the images were no more. _Just memories…._

"That is enough. I shall have you play at the party. Where can you be reached?"

The unicorn shrugged. "I have just come into town, your Highness. I came here first, lest the position already be filled before I arrived. I was going to go and look for a motel right after."

Luna was already shaking her head. "You shall stay here, then. Guard!"

Her guard burst in, weapon drawn. "Yes, Princess?"

"Take our guest to one of the guest suites and ensure that he has what he needs. He shall be staying with us until further notice."

The guard bowed. "Yes, Princess." He turned to the unicorn and motioned for him to follow.

"Wait!" Luna called out to the musician before he left. His head popped back into the doorway. "You never did tell me your name."

"Sean. Sean P. O'Farrel, Princess. And might I just say…Thank you."

With that, the throne room doors slammed shut, leaving the Princess of the Night alone once more.


	2. Party Plans

**Party Plans**

Celestia was walking down the corridor, muttering to herself. "…and then we must order the cake, and have it iced CORRECTLY this time (she still had no idea how the last one had wound up saying 'Lady' instead of 'Luna'), then we must-"

The sound of smooth jazz winding faintly through the corridor stopped her. She could discern a few instruments being played: there was the saxophone, with its slow, melodious sound, the occasional piano, and a few other instruments she could not identify.

Celestia lost herself in the music for a moment. The last few days had been hectic, and it had become easy enough for her mind to wander. The music took her back to the days when she had stayed in New Foaleans for Marde Gras. There had been a smooth jazz club there, and she had spent hours there, drinking, wandering, and having a good time. Of course, all good things have to end. By the end of the month, there had been a scandal: Someone had seen her walking out of the club with one of the musicians. Of course, this may have been nothing, had she not been '…so intoxicated that she could barely walk, and had to lean on the stallion's shoulder just to be able to stand.'

Celestia cut off the memory before it could go any further. The pony in question had ended up being exiled by Princess Luna, and the scandal had been the talk of the kingdom for MONTHS. Finally, something new had happened (Celestia couldn't remember what), and the whole incident had been forgotten.

Celestia rushed down the corridor, eager to find the source of the music. She followed the fading notes, finally finding her way to a small black door in the Lunar wing of the castle. She raised her hoof to knock, then shook her head.

Instead, she quietly opened the door, slipping inside without a sound. The room was rather large, leading Celestia to believe this 'guest' was one of the more favored of her sister's. The only light came from a single candle on a writing desk on the far side of the room. A large double bed was pressed against the wall, the curtains drawn. A large carpet, red and black (Celestia struggled to remember what those colors stood for. She would have to research it later) sat in front of a large fireplace, two chairs pulled in front of it. Several instruments littered the floor, and a large black piano sat against the far wall. A double set of doors led out onto a balcony, where a telescope had been erected, though it looked unused. A few books had been placed in a small cubby on top of the desk, and one sat open on the left hoof side. In the middle of this organized chaos, sitting at the piano bench and staring off into space, sat a dark red unicorn with a black mane and deep, chocolate brown eyes.

She crept up behind the unicorn, who seemed to be talking to himself. "…Princess Luna has done me a great honor to allow me to stay here and play for her birthday-"at this, Celestia frowned. Her sister had not mentioned anything about finding a musician to play for the party-"I really must make her a gift to show her my thanks…"

At this, the unicorn stood and walked over to the desk, Celestia following him. The unicorn was too preoccupied with his own thoughts to notice the large alicorn behind him, humming a tune absently as he thought.

Now, let me see… Should I get her flowers? No, no, no, flowers scream romance, don't they?" The unicorn muttered under his breath, levitating a quill, ink bottle, and paper to sit before him. As he talked, the quill wrote on the paper

_Bouquet of flowers- too romantic?_

At this, Celestia spoke up," I believe flowers might be a nice touch, though, to whatever gift you give her."

The unicorn slowly began nodding as he thought this over. "Yes, yes…. That's perfect!" he smiled, as though congratulating himself on thinking of it, still apparently unaware that someone was standing behind him. Then he frowned. "But what gift shall they accompany?" Then he grinned. "Aha! A crystal!...But wait, the Princess probably already has many of those…Aha!" He furiously began drawing on the paper. "A crystal statue! Of the moon itself! Of course, that may take some time…And a LOT of magic…"

Celestia shook her head. "Of course, the moon might remind her of her imprisonment of a thousand years…"

The unicorn stopped and stared directly ahead for a moment. "…Of course…There IS that…" Then inspiration seemed to strike once more. "But a statue of her old castle in the Everfree Forest would surely bring back happy memories!"

"Except that was where she first became, and last was, Nightmare Moon…" Celestia said, facehoofing. The unicorn's face fell once more.

But, as all good ideas do, the idea had one last hit to make. The unicorn's eyes lit up, and he began furiously scribbling on the paper, hunched over to where Princess Celestia could no longer see the paper.

"Aha! I've got it!" The stallion turned around, paper in hoof, only to find Celestia staring at him in amusement. He immediately let out a loud, shrill scream that echoed throughout the castle and shattered a few nearby windows before finally fainting, the paper falling from his hands to land at the princess's hooves.

Celestia began laughing, and did not stop until the guards arrived to find out what had happened. When the princess explained the situation to them, even the normally stone-faced guards were unable to keep a grin from escaping onto their faces.

As the guards picked up the stallion's body and carted him off to the infirmary, Princess Celestia looked to the paper at her feet. Using her magic to lift it, she glanced over it once before nodding in approval. She followed behind the guards, leaving the drawing on the desk with a note apologizing for her unannounced arrival and the resulting panic attack.

"Twilight, darling, you simply _must _calm down!" Rarity said to her friend as they walked to Rarity's favorite relaxation spot: the spa.

"But Rarity, what if I get so drunk that I can't walk straight?! What if I make a fool of myself in front of the princess?! What if…" The list went on and on.

Rarity could only roll her eyes and laugh. "Twilight, dear, don't worry! I'll be there with you the entire time! With me watching your back, you have nothing to fear!"

"But Rarity, what if you get distracted? Maybe I shouldn't go. I'll just pretend to be sick and stay in bed all night…Yeah, yeah, that's what I'll do!" Twilight grinned, her hair starting to become disheveled.

A look of worry crossed Rarity's face. "Twilight, darling, you simply _must _calm down! Besides, do you really believe it is wise to lie to the princesses? Celestia may be kind and forgiving, but Luna…"

Rarity still held a profound dislike of the Lunar Princess, for some reason. Twilight and the rest of the Elements of Harmony had long wondered about this, and had openly asked Rarity on several occasions, only for her to wave off the question and move on to a different topic, or leave altogether. They had long since stopped asking her, as Rarity had threatened to move to Canterlot and stop being a part of the Mane 6.

They arrived at the spa, Twilight still worrying and babbling to Rarity, and Rarity still trying to calm her fears. Finally, as they settled into the message tables, Rarity suggested, "Why not try asking Applejack about how to control yourself in these situations? She's had more experience than I have, and I'm sure she'd be more than willing to help."

As she thought this over, Twilight decided it was the best course of action, and allowed herself to sink into the bliss of Aloe's hooves as they traveled across her back.


	3. Jumpy

Jumpy

"Sean P. O'Farrel? Quite an interesting-and rather unusual- name." Princess Celestia's voice was soft, so as to not disturb the others resting in the infirmary.

Still, it was enough to make the unicorn lying in the bed in front of her jump, landing back on the bed heavily panting and visibly shaken. "P-Princess C-Celestia! Oh my, how… unexpected!"

The princess smiled at the stallion. "I felt that, since it was I who put you in this room; it would be only right for me to make sure you were quite comfortable during your stay, which, as the nurse kindly informed me, should only be the rest of the night."

Sean grinned, having visibly recovered from his earlier shock. "Well, I guess I brought it upon myself. I'm usually more alert, but I guess, being in a castle, with royalty, I felt safe. Of course, I probably am safe…" his grin widened," unless my attacker is a princess."

They both shared a quiet laugh, after which, a comfortable silence enveloped the room. Sean shifted so he could look the princess in the eyes, letting the silence drag on for a moment as he thought about his next question.

"Did you like the gift I have planned? I know you saw it. You were standing behind me the entire time!"

The princess smiled. "I think it's lovely. Though I don't know how you'll ever get a clear view of what Everfree castle used to look like, much less the city."

The unicorn smiled mysteriously. "I have my ways, princess. Thank you for your concern, though.

An hour later, the nurse came in to find the two chatting comfortably. "Princess? Visiting hours are over. I'm afraid I'll have to ask you to leave."

Bowing, the nurse backed out of the room.

The princess stood, smiling down at the black-coated stallion. "Well. This visit has certainly been informative. I hope you enjoy being here at the castle." Leaning closer, Celestia whispered, "Between you and me, my sister enjoys jazz as well as classical. Keep that in mind."

With that, the princess walked out of the room, leaving Nightsong to rest.

"Applejack!" Twilight's voice rang out over Sweet Apple Acres.

The mare in question had been about to buck an apple tree. The unexpected interruption caused her kick to miss, sending her crashing into the tree. She managed to pick her head up before a mountain of apples fell on her. She dug her way out, only to be knocked out by the last apple falling from the tree.

"Applejack!" Twilight walked over, helping the fallen earth pony to her feet. "You really should be more careful."

The glare the lavender unicorn received from making this statement was short-lived, before both mares burst into laughter.

"What can Ah do fer yah, Twi?" Applejack asked as she set about cleaning the mess that her startled kick had created. The apples had scattered on impact, so it took some work gathering them together, but she was never far from her friend as she talked.

"Well, Applejack, I've got a sort of problem. You know we've been invited to Princess Luna's birthday party, and that there's going to be… D-d-drinking…." Twilight had trouble getting the word out of her mouth. To actually say it was to admit that it was a problem that her books couldn't solve, and to her, that was blasphemous. To admit it to Rarity hadn't been easy, but Rarity knew the values of being well read. While Applejack enjoyed reading, she considered it to be a waste of time that could be spent working, and, while she wouldn't admit it, Twilight knew that Applejack considered the lavender unicorn's constant reading a testament to her laziness. She had been surprised by Twilight's entry in the Running of the Leaves, and the subsequent win, but still thought Twilight had too much time on her hands to be healthy. And, if she heard Twilight admit that her books didn't have all the answers…. It didn't bear thinking about.

"Yeah?" Applejack turned to her friend, raising her brow. The uncertainty and hesitation in Twilight's voice had alerted her that something was wrong and that she was afraid to admit it.

"Well… I-I… I'm nervous about it." Twilight almost whispered. As it was, Applejack still had to strain to hear what the lavender unicorn had said.

"Nervous? About what, sugahcube?" Applejack looked confused.

Twilight began to pace as she told Applejack about her problem, going on about how she had been taught the dangers of drinking since before Celestia had taken the unicorn on as her apprentice, going into detail about how a guardsman had come in and told the class she had been in about arresting those who had delved too deeply into the drink, and not being able to save others who had fallen off the side of the city.

Applejack shook her head. "Twi, Ah don't reckon I rightly know more about drinkin' than the next mare, but what Ah can tell yah is that we'll all be there fer yah iffin' yah do get a little carried away…Well, all of us except Pinkie. So tain't nothin' ta worry 'bout."

Twilight stopped pacing and turned as Applejack caught her in a friendly hug. "Thanks, Applejack. I knew I could count on you to have an answer."

With that, Twilight trotted off, leaving Applejack to finish harvesting apples.

"Princess Celestia! There is a visitor for you! One Nightsong Redtail. He says he has questions which only you could answer."

The Princess of the Sun jumped at the unexpected voice, startling her from her deep thought. It had been a few days since she had last visited the unicorn in the infirmary, and she had been puzzling over him for the past few days. "Allow him to enter," she called to her guards, "and have a somepony bring us some red wine."

As soon as she said it, the guards sprang into action, opening the door to allow the red-maned unicorn into the throne room. After that, one stopped a passing servant, repeating the Princess's request to him before sending him scurrying off to fetch it.

Celestia watched as the unicorn came in. She studied him as he trotted silently across the floor to sit before her throne, staring directly at her, not blinking, not moving. She had only seen this action done twice before, once by her own student… And once, long ago, from somepony she could barely remember.

"Princess Celestia, I have come to ask your permission to enter the Everfree Forest and examine the ruins of Castle Everfree. I have need of a guide, as well, and wish for your recommendation. I feel that I will be adequately able to protect myself, and therefore have no need of an armed escort." Nightsong's voice never faltered, and his eyes never left hers.

After a moment of silence, the door to the throne room opened, and a tray with two glasses and a bottle of red wine was carried in by a white-maned servant. Celestia dismissed him with a smile, waving off offers of food.

"You certainly do not waste time with meaningless drivel, do you?" Celestia asked with a small frown. She poured the red liquid from the bottle with her magic, then floated one of the glasses over to the unicorn who sat before her, sipping her own as he removed the drink from her magic with his own, blood red aura.

"There would be no point in it. I do not have much time as it is. I have no time to mince words." The dark unicorn sipped from the glass, his gaze never faltering from Celestia's own. The ivory alicorn couldn't help but feel that she was examinee as well as the examiner.

The Princess of the Sun smiled. "You have spoken the truth there. As for a guide, I have a pony in mind….

Later, as he waited on the train outbound from Canterlot, the unicorn reflected on the meeting. " Well, that went…. Better than expected, considering I expected her to blast me out of existence at any moment."

He checked his watch as the train pulled in, the boarded it, even as the conductor shouted, "Outbound train for Ponyville! All aboard!"


	4. Knock!

Knock!

_Knock! Knock! Knock!_

Twilight mumbled in her sleep, "Spike, could you get that?" She turned over, pulling the covers over her head.

_Knock! Knock! Knock!_

Twilight's eyes flew open. The moon was high in the sky outside; telling her it was at least 12:00 at night. Spike wasn't in his bed by the stairs, and she remembered that he had stayed at Rarity's that night after a long day of gem hunting. Twilight groaned, dragging herself out of bed.

_Knock! Knock! Knock!_

_ "_I'm coming!" Twilight called out. She stretched, getting the kinks out of her back, before walking to the stairs.

_Knock! Knock! Knock!_

"I said I'm-!" It was at this moment that Twilight's hooves decided to stop cooperating. One hoof went forward, while another stayed put, tripping her up. With a cry, she fell down the stairs, a loud _thud _accompanying her arrival at the bottom. With a groan, she forced herself to stand, wobbling a little and checked herself to make sure nothing had been seriously damaged in her fall. Satisfied that she had suffered nothing worse than a few bruises (She had long ago enchanted the stairs to prevent severe injury, after a similar incident had occurred in her investigation into the Pinkie Sense, when she had fallen into the new Apple family cellar, resulting in both her front hooves being broken.)

She walked to the door, which had been oddly silent over the past few moments. She opened it just in time for a black-and-red blur to rush past, crashing into a bookcase. The books on said bookcase shook from the impact, seem to hang in the air for a moment, as though contemplating whether to fall or not, then, seeming to have come to a conclusion, fell onto the body laying dazed on the floor, covering it in a pile of books.

Twilight stood, stunned for a moment, then rushed over. "Ohmygoshohmygoshmohmygosh-areyoualrighthereletmehelpyo uupwhatwereyouthinkingI-"she stopped mid-sentence when she heard a groan from under the pile. She hurriedly picked up the pile with her telekinesis, floating them around the room, subconsciously organizing them and putting them back as they had been before they had taken an impromptu vacation from their original places.

The black coated, red maned unicorn, she now saw, groaned and sat up. "That's the last time I try that…" he muttered, before turning to look her in the eye. He grinned sheepishly," Sorry, I thought you were in trouble. I heard a loud thud, and I've heard that you're usually up past now, so when no one answered…"

` Twilight held up a hoof, "I understand that. What I DON'T understand is why you were knocking on my door at twelve o'clock at night!"

The unicorn look confused for a moment, then smiled. "Ah, yes, I suppose that WOULD be the first question I asked somepony. And it's two-thirty a.m., not twelve."

Twilight wondered how the unicorn could know something like that without a clock nearby to tell him, but quickly dismissed it in light of having more pressing questions.

"Oh, but where are my manners? I-" at this, a hat appeared on top of the unicorn's head, which he then pulled off as he bowed, "am Royal Night Court Musician Nightsong Redtail."

Twilight giggled at Nightsong's antics. She held out her hoof, which he took and kissed, as though this were a fairy tale, and not reality. She smiled, "I am Twilight Sparkle, Princess Celestia's Faithful Student, and Librarian at Golden Oak's Library. Pleased to meet you."

"The pleasure is all mine." The unicorn stood once more, grinning, as the top hat vanished. "So you are the famous Twilight Sparkle. Princess Celestia spoke highly of you." He frowned as he looked around the library. " I had expected to meet with another pony first, though. Your assistant, Spike. I was told he always answers the door?"

Twilight giggled again, "Spike is a baby dragon, and he's not here at the moment. He had to help another of my friends, Rarity, gather gems for a new dress." As she spoke, she studied her strange, late night visitor. He had a black cloak on, fastened at the front by a silver crescent moon. His coat(or what she could see of it) was black, and he had a red mane. She had, at first, thought his eyes were brown, but, on closer inspection, discovered they were of the deepest red she had ever seen. He gave off an aura of power, not nearly as much as hers, but enough to make her suspect this pony was no mere musician.

Nightsong raised his eyebrow. "A baby dragon? My, my, what….interesting company you keep, Ms. Sparkle." His face became serious. "I was told by Princess Celestia herself that you could help me. I seek a guide to Castle Everfree, and was told that you and your friends would be my best option to get there safely."

It was Twilight's turn to raise a brow at the unicorn stallion. "Everfree Castle? That's a dangerous place to go. I can't imagine why anypony would want to go there." That wasn't necessarily true. She had been back several times after the Nightmare Moon incident, seeking to learn more about the place. Each time, however, she had had to cut her visits short. The castle reeked of evil magic, and she had been unable to bear it very long. She had eventually stopped going.

"I am prepared to pay well." His horn lit up with a blood red glow. From under his cloak floated a large bag of bits. He floated it over to her desk, setting it down gently so as to not disturb anything on it. "5,000 bits even."

Twilight was surprised, but managed to hide it before it showed. "That's no small sum. I would have to talk with my friends, but I'm sure they'd all be happy to accompany us."

The black unicorn smiled. "Excellent! I shall be staying at the inn down the road." He began trotting towards the doorway. "Oh, and you may wish to bring camping gear. I don't know how long we'll be there, but I don't expect it to take less than two days."

Twilight felt fear surge through her for a moment, but steeled herself against it. 5,000 bits was a lot of money, and while she didn't need it(She had a Royal Credit that she couild access at the bank that covered what she needed) her friends weren't as lucky, and besides, it would give her a chance to study the ruins with others, and for a longer period than she would ever be able to on her own. Still, there was one thing that bothered her. "Neither of the princesses mentioned a new Night Court Musician."

Nightsong stopped and turned his head back to her. "Maybe it slipped their minds." And with that, he walked off, vanishing into the night.

Twilight turned back inside after closing the door after her mysterious visitor. There was no way she would be able to get back to sleep tonight after all that excitement. With a resigned sigh, she set about creating a checklist for the upcoming trip.


	5. Everfree Castle Part 1

Everfree Castle Pt. 1

"Tw-Twilight? I don't like this…" The pink- maned pegasus glanced around. They had been traveling through the Everfree Forest for hours, and hadn't seen hide nor hair of any creatures, dangerous or otherwise.

"Ah'm with Fluttershy on this one. Ah don't like how quiet it is out here." Applejack, normally fearless, was glancing around in fear, as though the trees themselves were after her.

"You guys are just scaredy cats." Rainbow Dash said, not feeling the confidence that was in her tone. She was, in truth, just as scared as the rest of them, recalling what had happened last time they had been in the forest, during the Nightmare Moon incident. She recalled when she had almost abandoned her friends just for a chance to be in the Shadowbolts. She had felt disgusted for even considering it afterwards, but consider it she had, and she couldn't change that.

Out of all of them, it seemed, it was Pinkie Pie who was the least affected. She bounced at the front of the group beside Nightsong, the red-maned unicorn who they had agreed to take to the castle where they had last seen Nightmare Moon, chattering away as only Pinkie Pie could.

Eventually, though, even Pinkie ran out of things to say, and it was Nightsong himself who lightened the mood, levitating a flute out of his saddlebags. He had two more bags and a cello case strapped to his back, but didn't seem to mind it. He put the flute to his lips, still held in his magic, and Twilight winced. Magic could cause serious damage, even a simple telekinesis spell, and at that range, if the spell went wrong… It didn't bear thinking about. She had seen magical mishaps first hand in Celestia's Magic School.

The unicorn stallion began to play, and all at once the forest came alive. Wind rustled the trees, and the sound of creatures scuttling through the underbrush became apparent. The ponies all became entranced within the melody, a fast tune resembling birds tweeting. Coupled with the sounds from the forest, it was impossible to tell it differently from one of Fluttershy's compositions with her bird choir, and for a moment each of the Elements looked around for the little creatures to be following them.

The song seemed to banish the darkness of the forest, and for a moment, everyone forgot they were in the Everfree, looking around and taking in the dark beauty of their surroundings. The trees overhead blocked out most sunlight, but here and there along the path rays of bright light penetrated the deep shadows, revealing the forest's glory. The year was getting on towards autumn, and here in the Everfree, the trees were already losing their leaves in the unnatural way of the forest. Flowers that normally only bloomed at night grew on the sides of the path, illuminating the shadows in a pale, moonlight blue. Poison joke, as well as other plants known to grow on in the infamous Everfree, dappled the landscape in pale colors of blues, reds, and purples. Every now and then, eyes could be seen staring at them from the shadows. The music stopped for a moment. "I bet this forest is beautiful at night," breathed the black unicorn. He examined the forest with open curiosity for a moment, before putting the flute back to his lips and playing a different tune, one much slower and calmer, which brought to mind the forest in a more moonlit scene.

Crack!

Everypony froze. The music stopped, its echoes fading as the notes did. There was a rustling in the trees, and growl made the hairs of everypony's coats stand on end. "Tw-Twilight…" the yellow pegasus whimpered.

"Everypony run. Now." Twilight's face was a mask of concentration as she put up a shield around herself and the others.

With that, the spell that had seemed to taken hold over the forest from the moment they had entered broke, and as they ran, the forest came to life. Howls and squeals broke out as a giant manticore burst from the trees, snarling and swiping its giant claws at them only to have the deadly weapons bounce off Twilight's shield. It sat, stunned for a moment, as the pony's ran off down the path to the castle. Then, with a roar, it took off after them, its size hindering it more than helping it in the small pathway made by and for ponies. As hindered as it was, however, it still managed to keep them in sight, and actually gained on them a little, as it chased them through the forest.

"Fluttershy! Can't you do something?" Twilight yelled as they raced through the forest. She had long since dropped the shield; since they had all managed to get farther from her then she was willing to extend her it. She was loath to waste too much magic, as she knew it may come in handy later, and if she were to waste it all now, she may not be able to recharge it when they got to their destination.

"Sorry, Twilight! This is a territory thing! That's a mother! I'm not sure she would listen to me, even if I could get close enough to communicate." Fluttershy had stopped and used her wings to hover as she waited for Twilight so that she could be heard over the noises that now filled the forest.

They had only been an hour's walk away from the castle when the manticore had attacked, and running effectively quartered that time, so that fifteen minutes later, they were approaching the bridge that marked the crossover to the island on which the castle had once stood, the manticore hot on their hooves.

Rainbow Dash, having already crossed to make sure the rope bridge was secured (and to be ready to unsecure it should the need arise), and was motioning them across. Applejack, the fastest of them, was already halfway across. The rest of them arrived just moments afterwards.

Fluttershy, already in the air, flew across the chasm, leaving Pinkie Pie, Nightsong, Rarity, and Twilight to decide who went first. The bridge was only stable enough to handle them one at a time, and the manticore was fast approaching. Twilight made a split-second decision. "Pinkie! You go across first. Rarity, help Nightsong and I keep the manticore at bay, then you go across! I'll-"

"Follow right after them." Nightsong interrupted." I shall go last. I did not pay for protection. I needed an escort. Now that I'm here, your job is done until we begin the return trip."

Twilight glared at the stallion before her. "We're in this together. I'll stay on this side. I've got more magical power."

"Ah, but can you use it correctly? I've had years of practice. Confusing a manticore shouldn't be a problem… Or… there IS another solution. I'll cross the bridge at the same time as you teleport over."

Twilight's surprise must have shown on her face, because Nightsong smile. "I do my research on ponies before I meet them. Especially those who could destroy me in a single blast. Now, get ready!"

The manticore reached them just as Rarity started across. Twilight threw a bolt of magical energy at it, which it dodged easily, before teleporting behind it.

Nightsong, leaning towards more traditional style, created two copies of himself, then pulled out a short sword from his cloak while the manticore was distracted. Creating a cloak of shadows around himself, he vanished; only to reappear moments later in on the manticore's left side, stabbing at it with the sword. The manticore roared, rearing back to strike at the new threat.

Twilight chose this moment to strike. Summoning a large amount of magical energy, she teleported the manticore away, then, riding the same magic buildup, teleported herself across the chasm, where she collapsed, having tired herself during the assault.

Finding himself no longer in a melee with a large, carnivorous beast, Nightsong shoved his sword back beneath his cloak, then raced off towards the bridge. The manticore, momentarily confused, roared and leapt after him, landing only a few feet behind him as he began his frantic flight across the bridge.

Glancing back to find his foe only feet behind him, Nightsong put on an extra burst of speed. The manticore roared once more, finding its prey already halfway across the bridge. Examining the bridge before it, it let out another frustrated roar, before turning and stomping off into the forest.

The seven ponies sat, huffing and puffing from their exertions. Finally, Nightsong spoke up. "Good work everyone. Let's *huff* never do that again."

The others laughed, releasing the nervousness the attack had brought on.


	6. Everfree Castle Part 2

Everfree Castle, Part 2

"Would you like to examine the ruins with me?"

Twilight turned from helping set up the tent. Her friends had opted to go for one tent, instead of spending the money on six separate tents. All had agreed they would feel safer sleeping in the same tent and the single, large tent had cost less than the expense of separate ones. "You're heading into the ruins already?"

They were in the courtyard. Nearby lay the wing of the castle where they had defeated Nightmare Moon, which, Twilight was amazed to discover, was the least intact of the entire castle, and had been the least important part: The main dining hall. The actual throne room lay much deeper within the castle, and she had never been able to venture past the ancient double doorway that led into the other sections. The castle itself was strangely intact. Upon inquiring on this, Twilight learned that Nightmare Moon had sequestered herself in the dining hall in the last few days of her reign, seeking to hide the Elements of Harmony from her sister within the castle by convincing her that the villainess had rearranged the entire castle. It had almost worked, too. If Celestia had come in the front entrance, she never would have found the Elements before Nightmare Moon had the chance to hide them on the moon, out of reach of her sister forever. As it was, Celestia had teleported into the original throne room, and had discovered the Elements as she worked her way back through the castle, to the dining room, where the final battle had taken place. The rest of the castle, however, apart from the dining room, had remained largely untouched.

The red maned unicorn before her nodded. "I shall spend the night within the ruins, learning what I can about the past. You do not have to stay all night, but I do hope you'll find the experience educ-ational in the time you do spend there.

Twilight considered for a moment. The tent was almost set up, and, with no further complications, she could be ready to go in a few moments. With all the excitement of the past few hours, she was sure the other would be turning in shortly, and therefore, that she wouldn't be missed. Besides, this was a rare opportunity to examine the castle that had once been the center of Equestria (both geographically and economically) with someone there if the dark magic became too intense for her to handle alone. "Alright, let me finish up here, then I'll tell the girls and we can go."

"Alright, then." Nightsong pulled his hood over his head, and, for a moment, Twilight almost lost him in the fading light of, well, twilight!

After they had finished putting up the tent, Twilight called over her friends. They all gathered around her in the fading light. "I'm going to examine the ruins with Nightsong. He's going to camp out inside the castle, and has invited me to come and help him research. I-"

"Now hold yer horses there, Twi. Ah don't rightly trust that there unicorn. Fer all we know, the minute he gets yah alone, he'll jump on yah!" Applejack eyed the unicorn, who had settled against a ruined wall and was cleaning his flute.

Twilight rolled her eyes. "If you're all so concerned, why don't we all go camp in the ruins? I could just stuff the tent in an extra-dimensional space, and we could just pop it out when we get there."

All the others looked at her as though she had just had the craziest- and yet most brilliant- idea ever. All of them except Pinkie Pie, of course, who smiled and said, "That's the most brilliant idea I've ever heard!"

An hour later, Twilight had created the dimensional portal, though it had taken a bit of a struggle with her already somewhat-depleted magic reserves. They had all lined up behind the black unicorn stallion, who had put away his other instruments, and had begun humming quietly to himself, a slow, melodic melody that chilled them all to the bone.

Suddenly, the humming stopped. "Before we go in there," Nightsong said, not turning around," I must warn you: No matter what you see, hear, or smell, do not scream, do not run, and do NOT, under ANY circumstances, look back. This castle itself isn't evil, but evil has touched it, and all manner of creatures could be in there. Once we reach the throne room, or the temple, we should be safe."

"Hold up there, partner." Nightsong turned to look at Applejack, his face blank. "What temple? Ya'll never mentioned nothing' 'bout a temple."

"Ah, I almost forgot. The once great Temple of the New Moon was located somewhere in this castle. It was the last stronghold of Nightmare Moon's, and, before that, Princess Luna's strongest followers and supporters. The group has faded into obscurity over the years, but, during Nightmare Moon's reign, they created the worst spells ever seen before or since. Some say their secrets are still locked in that temple, along with the bodies of the priests and zealots that fought the

Equestrian Royal Army to the bitter end. They fought like demons, and it was rumored that a single New Moon priest could take down a legion himself. They hadn't been expecting the castle to be raided, so they died without having prepared themselves. That's the only reason why the raid succeeded. They priests were caught off guard, and slaughtered why they stood. One managed to get out the alarm, and took down several soldiers before being killed, but by then it was too late. The castle had been breached, and the Royal Army of Equestria poured into the castle, capturing and killing even as Celestia fought Nightmare Moon overhead."

Everyone paused to take this information in. "And you expect us to believe this place is SAFE?" Rainbow Dash flew straight into Nightsong's face. She had heard some crazy stories, but being safe inside a temple full of the worst killers in history? Now that sounded a lot like a lie.

"Of course! They weren't evil. The Church of the Burning Sun is just as guilty, but, when Celestia won the war, she helped cover up their atrocities so that at least one church would remain, instead of two." Seeing the disbelief on the mares' faces, he chuckled. "'In war, the winners get to write the history.'" he quoted. Then, turning face the entrance to the castle, he lit his horn with the same red glow and led the troop inside.


	7. Everfree Castle Part 3

Everfree Castle, Part 3

"So, how do you know so much about the Church of the New Moon?" They had been walking for what felt like hours, though it had really only been a few moments, and Twilight had caught up to Nightsong, eager to question him more on what he knew about the castle.

"I'm a member, one of the Inner Circle. Their job is to protect the old secrets and ancient ways, and to make sure that the atrocities of Bellum de Angelus Lapsus never happen again. They gave me permission to check on the old temple here while I was doing research. After I'm done in there, though, I'm to seal it, placing wards on it to be sure that nopony gets their hands on those spells." Nightsong kept gazing ahead as he spoke. The shadows were getting deeper as the sun disappeared and the moon had yet to come out, and everyone was starting to get nervous. Suddenly, Nightsong levitated a flask from under his cloak, putting it to his lips and taking a large swig from its contents.

Twilight's eyes widened. "You're drinking? NOW?" She couldn't believe what she had seen, but the unicorn only smiled.

"Of course! What better time than when one is nervous?" He levitated the flask over to her, grinning. "Want some?"

Twilight smiled nervously. "No thanks. I'm not much of a drinker…"

"With all the things that you've faced?" Nightsong seemed surprised. Then, he began to laugh, a deep, rumbling sound that echoed off the walls and banished the fears, if only for a moment.

Twilight laughed, too, and pretty soon they were all laughing, chasing the darkness away, forgetting their fears.

"E-excuse me, M-Mr. Nightsong?" Fluttershy spoke up, flying her way up to walk beside him. "D-do you have any… pets?" The yellow pegasus practically squeaked out the last word.

The black unicorn smiled gently. "Of course my dear, though… She's not exactly a 'pet', in that she's a sentient creature. She just finds it convenient to live with me."

"She?"

"Yes. You've heard of the Celestial Beasts? Ursa Majors and Minors, and the always beautiful Sagitarius Stags?" At Fluttershy's nod, he continued," It is impossible to tame any of these creatures, of course, as they are sentient and already know how to be tame, but prefer to be wild. Well, Gatta , as she prefers to be called, is a Leo Lion. She prefers the shape of a smaller cat, however, so it's much easier for me to keep her about. She lives with me, eating with me, sleeping in a cat bed, and living the good life away from predators, and, in return, I gain her infinite wisdom and a powerful ally." He snorted. "Of course, I also get a cat that's much more arrogant and much less loyal than a normal one." He and Fluttershy shared a laugh, and continued to talk, Nightsong sharing information about the many exotic pets he had seen during his traveling of Equestria. Fluttershy, in turn, spoke of her animals, and how she cared for each and every one. They both shared a quiet laugh at each other's humorous stories, and cried at each other's said moments.

"That was some pretty awesome footwork back there with the manitcore." Fluttershy had run out of things to say and drifted back to the back of the group, and Rainbow Dash had taken her place.

Nightsong smiled at the cyan pegasus. "Thanks. I studied for a number of years under many different instructors, learning many different sword techniques. I could show you a few, later, if you're interested."

Rainbow's eyes widen, and her jaw dropped. "That would be SO awesome!"

They walked together for a few more moments, then Rainbow fluttered back to her spot behind Rarity.

"Darling, wherever did you get such a wonderful cloak?" Rarity was examining the black fabric with interest. They had wandered deeper into the castle, and the shadows were beginning to fade in the moon's bright light, though they still remained deep in some places.

The cloak, entirely black on the outside, with a different red fabric on the inside, had several pockets lining the inside of it, yet managed to remain light. It was large enough to conceal the black unicorn's saddlebags as well, making them seem like an extension of his body, and his tail, hiding the bright red from sight in the dark tunnels. The materials were strong and durable, and the outer material seemed to be proofed against magic, having ignored Rarity's attempts to pick it up with her magic.

Nightsong smiled. "The outer material was a gift from a friend of mine, back in Zebrica. An old missionary unicorn who had gone to Zebrica to spread the word of the Church of the New Moon. He told me it was blessed, and that it would protect me from those who wished to do me harm. I had it checked, and was told it was proofed against magic. Since then, I've had it made into a cloak, with the inner material having spells to protect me from diseases and poisons. So long as I wear it, I should be safe from magic and poison, though other forms of attack still work against me.

Rarity's eyes lit up. "Tell me, does your friend sell this material?"

Nightsong considered this a moment. "He may. It takes a lot of magic to create enough material for a cloak, but… I'll tell you what. I'm heading to Zebrica as soon as I'm given some time off to study more on the music and instruments there. You and your friends could come with me, and you could talk to him yourself."

The white unicorn's eyes widened. "Zebrica? But… But that's so far away! Who would care for the boutique? And Sweetie Belle? And Opal…"

The black unicorn only shook his head and began to hum a few bars of the song played at for the Opening of the Night Court ceremony, the music adding a comforting atmosphere, a sense of order in the insanity of Everfree Castle.

"So, partner, what makes ya'll wanna come ta this castle, anywho?" Applejack had replaced Rarity, the white unicorn still fretting over the trip to Zebrica.

"Princess Luna's birthday is coming up soon, and I had a gift idea that involved the castle, the way it was BEFORE Nightmare Moon." Ngithsong responded, nodding to Applejack as she trotted up beside him.

"Are ya'll sure that's such a good idea? She may not wanna be reminded of the old days…"

"I have already spoken with Princess Celestia about it. She has approved of the present, though not my way of obtaining the information. She seemed to think this castle would be too dangerous for anypony. I assured her that would not be the case, but she still had me promise that I would bring an escort. It was a lovely, if unnecessary, sentiment."

"Ah disagree. If the princess thought ya'll wouldn't be safe, then I'd have agreed with her. She knows more than most other ponies."

Nightsong smiled mysteriously. "That she does. That she does." Then, turning his head forward, he began to discuss Sweet Apple Acres. Applejack, put off by the air of mystery surrounding this strange stallion who had somehow managed to find his way into all their lives, was chilly at first, but soon warmed up to the topic.

Eventually, she drifted back to the group, and Twilight trotted forwards once more. She was about to speak when Nightsong held up a hoof. "Alright, everyone. Here's where the tough part begins. The Nightmare Garden."


	8. Everfree Castle Part 4

Everfree Castle Pt. 4

The Nightmare Garden, formerly Luna's Dream Garden, had once been one of the most beautiful places in all of Equestria. The paths had been lined with Poison Joke, and all manner of wildlife had settled amongst the night-loving, luminescent plant life that had hung from the rafters that held up the ceiling. The ceiling in question was actually a type of glass, tinted during the day so that no sunlight could pass through, while a spell of Eternal Night kept the plants and animals inside alive. During the night, the glass became clear, allowing pure moon- and starlight into the garden. In the middle of the garden, which, in itself, was the size of a hoofball field, and nearly twice as wide, the path split eight ways. Two ways lead to grottos, centered around a statue each. One was of Celestia, tall and proud, looking down over the garden with one of her kindest smiles. The other was of Princess Luna, tall, regal, and smiling, though not a kind one. This smile was a bit more uncertain, and had an air of pain surrounding it. Two more ways lead to stages where the sisters would raise and lower the sun and moon on the solstices. One was the original path itself. The other three lead to doors, which had led to the Throne Room, the sister's bedchambers, and the training courtyard for the guards, respectively.

This area had been the place where the Nightmare had first sought Luna out, and the results had destroyed its beauty.

The plants, originally docile, had become sentient, and carnivorous. They snapped and writhed as though in great pain, their massive jaws closing on insects, reptiles, and sometimes, each other. The plant life was not the only thing that had suffered. The insects, far from being unaffected, had grown huge. They thrived in the garden, feasting on some long dead trees while more grew in their places. The reptiles, once small and harmless, had grown in response to the rest. They fought the plants in a seemingly endless battle. There were pony skeletons littering the floor, the last remains of adventurers long gone. The air was stagnant, and there were no signs of any birds. The moonlight, instead of adding beauty, only increased the horror of the scene, as massive shadows of creatures climbed the walls, and snarling and cries of pain rent the air.

The bearers looked horrified. "O-o-oh my…" Fluttershy seemed the most affected. She had cared for reptiles and insects before, and many of them had seemed harmless. The creatures in the garden, however, were easily as large as her, and did not seem anywhere near friendly.

Twilight and Nightsong got together to discuss their next course of action, while the other five ponies sat, staring at the scene before them, contemplating how they would get across.

"I'll lead us in. I can use some paralysis spells to freeze the plants and reptiles for a while, and we should be able to deal with the insects quite easily." Twilight said

"It's not the insects I'm worried about." Nightsong looked over the garden, his eyes set on the walls.

"What else is there?"

Nightsong turned to look at her, surprised. "Have you not read up on the castle? Evil magic permeates this place. The shadows are able to come alive. If we're not careful, they'll be the ones to get us. I don't have very many light spells, certainly none powerful enough to protect a large group, so I'll try to distract the plants and reptiles. I believe I have a song that should see us safely across…. IF you can stop the shadows."

Twilight stopped for a moment, then nodded. "I hope you know how to soothe the savage beast, otherwise we may end up a permanent fixture here."

Rarity covered her mouth to suppress a squeal as a root moved next to her hoof. Nightsong continued playing a lullaby on his viola, moving the bow across the strings as he shot an angry look back down the line.

They had been walking for a few moments now, Twilight in the middle with the most powerful light spell she could muster. Nightsong walked in front, playing the instrument as he went. Applejack came next, then Pinkie. Rainbow Dash hovered between Pinkie and Twilight, who walked directly in front of Fluttershy. Rarity brought up the rear. She had refused to set hoof in the room, claiming it was, "dirty and horrid beyond imagination." Realising she would be the only one left on this side of the room, however, she had reluctantly agreed.

Suddenly, one of the sleeping lizards shifted in his sleep, and his tail came up, slapping the viola out of Nightsong's grip. The instrument flew through the air for a moment, before shattering on the ground on the opposite side of the room.

"Run. Now." Nightsong said, pulling out his sword as the plants began to stir. Rarity screamed as one sniffed her, bucking it in the face before racing off. The others ran as well, keeping close to Twilight as Nightsong hacked and slashed at anything that got too close for comfort.

To her credit, Twilight managed to concentrate on her spell all the way to the door to the throne room. Shadows scattered as her light approached, hissing and spitting all the way.

Finally, they made it to the throne room door. "Stand back!" Nightsong called, blasting them open with a wave of shadow magic.

They all raced in, and Applejack and Twilight slammed the doors shut just as a giant lizard, his as hungry, got to the doorway. The doors hit the lizard full in the face, and her was thrown back into the waiting jaws of one of the carnivorous plants, which slammed shut, sucking in his tail like a spaghetti noodle.

"Phew. We made it, girls!" Twilight called, only to freeze as she heard the one voice she had hoped never to hear again.

"Who DARES to disturb the QUEEN of the Night?! Who dares enter my throne room?!" Nightmare Moon's voice rang out in the darkness.


End file.
